Amazon.com Inc. (AMZN) Q2 FY2026 8-K Filings and Company Events

Filings that contain financial statements

The following Form 8-K exhibits furnish Amazon's quarterly and annual results and include full consolidated statements of operations, comprehensive income, segment results, and cash flows (with balance-sheet data included in the same exhibits):

• Accession 0001018724-26-000024 (filed July 30, 2026), Exhibit 99.1, second quarter 2026 results (three and six months ended June 30, 2026, plus trailing-twelve-month figures).
• Accession 0001018724-26-000012 (filed April 29, 2026), Exhibit 99.1, first quarter 2026 results (three months ended March 31, 2026, plus trailing-twelve-month figures).
• Accession 0001018724-26-000002 (filed February 5, 2026), Exhibit 99.1, fourth quarter and full-year 2025 results (three months and year ended December 31, 2025).
• Accession 0001018724-25-000121 (filed October 30, 2025), Exhibit 99.1, third quarter 2025 results (three months ended September 30, 2025, plus trailing-twelve-month figures).
• Accession 0001018724-25-000084 (filed July 31, 2025), Exhibit 99.1, second quarter 2025 results (three and six months ended June 30, 2025, plus trailing-twelve-month figures), the comparative-period source for the June 2026 quarter.

Earnings and guidance

Second quarter 2026 (reported July 30, 2026; accession 0001018724-26-000024). Net sales rose 20% year-over-year to $200.6 billion. Operating income rose 43% to $27.5 billion. AWS net sales grew 37%, the segment's fastest growth in 18 quarters, to a $169 billion annualized run rate, with AWS operating income of $16.6 billion versus $10.2 billion a year earlier. Net income was $62.6 billion ($5.75 per diluted share), boosted by $53.4 billion of non-operating pre-tax other income, primarily from Amazon's investment in Anthropic. Trailing-twelve-month operating cash flow rose 33% to $161.4 billion, while trailing-twelve-month free cash flow swung to an outflow of $7.6 billion as capital expenditures rose sharply on AI infrastructure. Third-quarter 2026 guidance calls for net sales of $197.0–$202.0 billion (9%–12% growth) and operating income of $22.5–$26.5 billion.

First quarter 2026 (reported April 29, 2026; accession 0001018724-26-000012). Net sales rose 17% to $181.5 billion; AWS sales rose 28% to $37.6 billion, its fastest growth in 15 quarters. Operating income rose to $23.9 billion from $18.4 billion a year earlier. Net income was $30.3 billion ($2.78 per diluted share), including a $16.8 billion pre-tax non-operating gain from the Anthropic investment. Trailing-twelve-month free cash flow fell to $1.2 billion as capital spending on AI infrastructure increased $59.3 billion year-over-year.

Fourth quarter and full year 2025 (reported February 5, 2026; accession 0001018724-26-000002). Fourth-quarter net sales rose 14% to $213.4 billion; operating income rose to $25.0 billion (versus $21.2 billion), but included $2.4 billion of special charges, $1.1 billion for the resolution of Italy tax disputes and a lawsuit settlement, $730 million of estimated severance costs, and $610 million of asset impairments mostly tied to physical stores; excluding these, operating income would have been $27.4 billion. Full-year 2025 net sales were $716.9 billion (up 12%), operating income was $80.0 billion, and net income was $77.7 billion ($7.17 per diluted share). Management guided to roughly $200 billion of 2026 capital expenditures across the company, concentrated in AI, chips, robotics, and low-earth-orbit satellites.

Third quarter 2025 (reported October 30, 2025; accession 0001018724-25-000121). Net sales rose 13% to $180.2 billion. Operating income was flat year-over-year at $17.4 billion after $4.3 billion of special charges, a $2.5 billion legal settlement with the Federal Trade Commission and $1.8 billion of estimated severance tied to planned role eliminations; excluding these, operating income would have been $21.7 billion. AWS growth re-accelerated to 20% year-over-year.

Second quarter 2025 (reported July 31, 2025; accession 0001018724-25-000084). Net sales rose 13% to $167.7 billion; operating income rose to $19.2 billion from $14.7 billion; net income was $18.2 billion ($1.68 per diluted share). This is the comparative period underlying the year-over-year figures reported in the second-quarter-2026 release above.

Mergers and acquisitions

Planned acquisition of Globalstar, Inc., signed, not yet closed (merger agreement entered into April 13, 2026, announced April 14, 2026; accession 0001104659-26-042880, Exhibit 99.1). Amazon.com, Inc. and Globalstar, Inc. entered into a definitive merger agreement under which Amazon will acquire Globalstar, adding Globalstar's satellite fleet, infrastructure, and mobile satellite services spectrum licenses to expand direct-to-device capability for Amazon's Leo low-earth-orbit satellite network. As of the date of the merger agreement, the acquisition implied a value for Globalstar of approximately $10.9 billion, including its debt (Form 10-Q for the quarter ended June 30, 2026, accession 0001018724-26-000026, Note 4, Commitments and Contingencies). Under the agreed terms, Globalstar stockholders may elect $90.00 in cash or 0.3210 Amazon shares (capped at $90.00 per share) for each Globalstar share, with cash elections capped at 40% of total shares and a possible downward adjustment of up to $110 million tied to satellite-replacement milestones. Globalstar stockholders holding roughly 58% of voting power approved the deal by written consent. The companies expect the transaction to close in 2027, subject to customary closing conditions including regulatory approvals and satellite milestones; the transaction remained pending as of the Form 10-Q for the period ended June 30, 2026 (accession 0001018724-26-000026). In the same release, Amazon and Apple separately announced an agreement for Amazon Leo to power satellite connectivity features (including Emergency SOS) for supported iPhone and Apple Watch models.

OpenAI: equity investment, cloud, and AI-compute agreements

February 27, 2026 (accession 0001104659-26-021050). A subsidiary of Amazon.com, Inc. entered into an equity commitment letter agreement with OpenAI Group PBC to purchase up to $35.0 billion of OpenAI Series C Preferred Stock, guaranteed by Amazon.com, Inc. This commitment is separate from, and in addition to, a previously agreed $15.0 billion investment in the same funding round that Amazon was obligated to fund by March 31, 2026. Together, the two commitments total up to $50.0 billion of investment in OpenAI, consistent with the companies' joint announcement of a "multi-year strategic partnership" in which Amazon Web Services becomes the exclusive third-party cloud distribution provider for OpenAI's Frontier enterprise platform, OpenAI commits to consume roughly 2 gigawatts of AWS Trainium compute capacity as part of an AWS-OpenAI compute agreement expanded by $100 billion over eight years, and the companies agree to jointly develop AI models. In connection with the equity commitment, Amazon and OpenAI affiliates also entered into a commercial arrangement for AWS cloud services to OpenAI and a joint collaboration agreement making certain OpenAI models available on AWS.

Funding status (Form 10-Q for the quarter ended June 30, 2026, accession 0001018724-26-000026, Note 2, Financial Instruments, and Item 2 MD&A). Amazon invested $15.0 billion in OpenAI Series C Preferred Stock in the first quarter of 2026 and a further $13.7 billion of the $35.0 billion Commitment Amount in the second quarter of 2026, for a $28.7 billion investment carried on the balance sheet at June 30, 2026. Subsequent to June 30, 2026, Amazon invested the remaining $21.3 billion of the Commitment Amount, completing the full $50.0 billion commitment.

Anthropic: expanded collaboration and equity investment

Second quarter 2026 (Form 10-Q for the quarter ended June 30, 2026, accession 0001018724-26-000026, Note 1 and Note 2; no Form 8-K filed). AWS and Anthropic announced an expansion of their strategic collaboration and existing multi-year commitment by more than $100.0 billion over ten years, including contractual obligations related to the performance of AWS chips. In the same quarter, Amazon invested $10.0 billion in Anthropic nonvoting preferred stock, $5.0 billion in Series G and, after exercising an option under a related financing arrangement, $5.0 billion in Series H. Amazon also made available to Anthropic a financing facility not to exceed $20.0 billion, expiring 30 months after an Anthropic liquidity event (including an initial public offering); no amount is drawable at inception, and capacity is released to Anthropic as compute-delivery milestones under the amended commercial arrangement are met. The Series H investment reduced the amount available under the facility to $15.0 billion.

Capital markets: senior notes and credit facility

Amazon closed five separate public senior-notes offerings across three currencies (U.S. dollars, euros, and Canadian dollars) over the twelve months captured in these filings, alongside a new delayed-draw term loan facility and a sixth, Swiss franc-denominated offering that Amazon disclosed only in its Form 10-Q rather than on a Form 8-K:

• November 20, 2025 (accession 0001104659-25-114647). Closed $14.961 billion of senior notes (aggregate offering price) in six tranches (3.900% due 2028 to 5.550% due 2065), for estimated net proceeds of approximately $14.926 billion.
• March 13, 2026 (accession 0001104659-26-027729). Closed $36.898 billion of U.S. dollar senior notes (aggregate offering price) across eleven tranches, including two floating-rate tranches and fixed-rate notes from 3.850% due 2028 to 6.050% due 2076, for estimated net proceeds of approximately $36.813 billion.
• March 16, 2026 (accession 0001104659-26-028556). Closed €14.473 billion of euro-denominated senior notes (aggregate offering price) across eight tranches, including a floating-rate tranche and fixed-rate notes from 2.800% due 2028 to 4.850% due 2064, for estimated net proceeds of approximately €14.447 billion.
• May 2026 (disclosed in the Form 10-Q for the quarter ended June 30, 2026, accession 0001018724-26-000026, Note 5, Debt; no Form 8-K filed). Issued CHF 2.8 billion of Swiss franc-denominated senior notes, with maturities from 2029 to 2051 and stated interest rates of 0.84%–2.08%, carried at $3,487 million on the balance sheet at June 30, 2026.
• June 8, 2026 (accession 0001104659-26-072140; filed and signed June 10, 2026). Entered into a $17.5 billion senior unsecured delayed-draw term loan credit agreement with Citibank, N.A. as administrative agent; commitments were set to expire September 30, 2026 unless drawn, with any borrowings maturing three years from the draw date. This facility has no financial covenants. The Form 10-Q for the quarter ended June 30, 2026 (accession 0001018724-26-000026) corroborates that "in June 2026, we entered into a $17.5 billion unsecured delayed draw term loan."
• June 12, 2026 (accession 0001104659-26-073562). Closed C$13.967 billion of Canadian-dollar senior notes (aggregate offering price) across five tranches (3.400% due 2029 to 5.000% due 2056), for estimated net proceeds of approximately C$13.934 billion.
• July 9, 2026 (accession 0001104659-26-082293). Closed $24.923 billion of U.S. dollar senior notes (aggregate offering price) across eight tranches, including a floating-rate tranche and fixed-rate notes from 4.600% due 2029 to 6.250% due 2066, for estimated net proceeds of approximately $24.867 billion.

The five 8-K-covered notes offerings were registered under Amazon's Form S-3 shelf registration and issued under Amazon's existing 2012 indenture, as supplemented. On a U.S. dollar basis, translating the euro and Canadian-dollar offerings at the amounts Amazon carries them at on its balance sheet ($16,550 million and $9,853 million, respectively, per the 10-Q, accession 0001018724-26-000026), the five 8-K-covered offerings totaled roughly $103 billion of gross offering price; including the $3,487 million Swiss franc notes disclosed only in the 10-Q brings the period's total note issuance to roughly $107 billion. This was raised within a roughly eight-month span (plus access to an additional $17.5 billion delayed-draw term loan), funding continued heavy capital investment in AI infrastructure, data centers, and custom silicon.

Governance

At its Annual Meeting of Shareholders on May 20, 2026 (accession 0001104659-26-065717), all eleven director nominees were re-elected, Ernst & Young LLP's appointment as independent auditor for fiscal 2026 was ratified, and the advisory vote on named-executive-officer compensation was approved. Several shareholder proposals (on charitable-partnership reporting, data-center climate impact, an independent board chair policy, and a worker-oriented AI advisory council, among others) were not approved.

Other

On April 9, 2026 (accession 0001104659-26-041034), Amazon furnished its 2025 Letter to Shareholders as an exhibit to a Form 8-K under Regulation FD, alongside a reconciliation of the non-GAAP measures referenced in the letter.